EQUATOR TERMS AND CONDITIONS

The following terms and conditions (the "Agreement") are a legal agreement between you ("you") and Altisource S.à r.l. (or any of its affiliates and subsidiaries) ("Altisource", "us", "our" or "we"). This Agreement governs your use of our software, other website(s), platforms or other products including but not limited to Equator.com, the Equator Platform or any other Equator services or software that directly display or link to these and its related services and tools (collectively, "Site").

This Agreement includes a class action waiver, a disclaimer of warranties, a disclaimer of liability, as well as a release and indemnification by you. Your consent to be contacted using an automatic telephone dialing system, and how to revoke such consent, is detailed below in Section 1.b.

By accessing or using this Site in any way, including, without limitation, use of any of the Services (as defined below) provided thereon, downloading of any Content (as defined below), or merely browsing the Site, you hereby agree to comply with the Agreement, and such access or use constitutes your binding acceptance of the Agreement, including any modifications that we make from time to time (which we may make in our sole discretion). It is solely your obligation to check the Site for an updated version of the Agreement each time you visit or otherwise use the Site. If you object to any such changes, your sole recourse will be to stop using the Site. Continued use of the Site following any such changes will constitute your acceptance and acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes, without limitation or qualification. You hereby agree that you possess the legal right and ability to enter into this Agreement and you are 18 years of age or older.

DEFINED TERMS

As used in this Agreement or on the Site, the terms below have the following meanings:

"Agreement" has the meaning assigned to such term in the preamble hereof.

"Altisource", "us", "our" or "we" has the meaning assigned to such term in the preamble hereof.

"Business Authorized User" means a natural person associated with a Business User, whom the Business User authorizes to access the Site on the Business User’s behalf in furtherance of the Business of the Business User.

"Business" means a legal entity capable of entering into binding contracts (including this Agreement) under applicable law.

"Business User" means a Business that is an institutional end user of the Site, such end user using the Site in furtherance of such Business.

"Content" means any and all information, documents, communications, files, text, graphics, material, content, software and products available through the Site, for the purpose of transacting with Altisource or learning about the Services, including without limitation proprietary databases of commercial or residential real estate information, which includes information, text, photographic and other images and data contained therein, and the proprietary organization and structures for categorizing, sorting and displaying such information and any derivatives, successors, updates or modifications provided thereto and created therefrom and any information derived from the use of the databases accessed through the Site(s).

"Customer" means any and all of an Individual User, Business Users and any Business Authorized Users associated therewith.

"Derivative Materials" has the meaning assigned to such term in section 1(j) hereof.

"Equator Platform" means the EQ Workstation® and EQ Marketplace® and is the hosted Altisource environment that enables Customer to access and use the EQ Workstation and EQ Marketplace, along with certain of Altisource’s technology, engines, tools, and software applications relating to the implementation, operation, and maintenance of the EQ Workstation and EQ Marketplace.

"Individual User" means a natural person seeking to use or access the Site on his or her own behalf and not on behalf of a Business User.

"Marketing Communication" has the meaning assigned to such term in section 1(b) hereof.

"Marks" has the meaning assigned to such term in section 9(i) hereof.

"Materials" means all the documents and/or information uploaded to the Site by you, including but not limited to listings, data, contacts text, graphics, descriptions, photographs, messages and video.

"Permitted Use" has the meaning assigned to such term in section 1(a) hereof.

"Services" means all services operated by us, third parties on our behalf, or otherwise made available by us to Users through the Site.

"Site" has the meaning assigned to such term in the preamble hereof.

"Telephone Communications" has the meaning assigned to such term in section 1(b) hereof.

"Third Party Services" means materials, information and services provided by third parties available on the Site.

"Users" means Customers.

1. Your Access, Contents and Services

(a)   Use of the Site. Users shall use and access the Site solely for the purpose of (i) browsing the Site in evaluation of or furtherance of such Users’ use of the Services; and solely if such User is a Customer (ii) obtaining Services or Third Party Services, or (iii) reviewing and/or uploading Materials (the "Permitted Use"). User shall pay Altisource for any and all fees associated with User’s usage of the Site if applicable. Altisource will charge you for your use of certain functionality on the Site and Content that may be provided through those sections of the Site such as monthly subscriptions, product upgrades, invoice modules, service fees, purchases, product features, or other services offered through the Site ("Paid Feature(s)"). You agree to timely pay for all Paid Features of the Site that you utilize whether by credit card, debit card, ACH, PayPal or other means provided by the Site. For each Paid Feature that you agree to purchase, you will be charged a fee according to the current fee structure for each Paid Feature that will be provided to you before purchase.

(b)   Account. To access the Site, User must create an account by completing the registration process. The rights granted to a User to access the Site constitute a limited right to access the Site according to the terms herein and not a transfer of title. We may revoke or limit User’s access to the Site at any time for any reason, in our sole discretion. User, by providing its email address to us and becoming a User, is giving us permission to send User email notifications that are provided as Services by the Site and system messages, service announcements and other marketing messages ("Marketing Communications"). User may select to opt-out of the receipt of these Marketing Communications at any time by simply responding to the Marketing Communication that User received with an express request to opt-out. We will use reasonable best efforts to honor User’s request to opt-out of such Marketing Communications. User, by providing its telephone number(s) to us and becoming a User, is giving us, our agents, representatives, affiliates or third parties, permission to make calls, included marketing and autodialed calls and to send SMS messages (including text messages) to the telephone numbers provided by User for the purposes of receiving information in connection with the Services ("Telephone Communications"). User further acknowledges and agrees that the Telephone Communications may be made using an automatic telephone dialing or email system technology, and/or involve pre-recorded and/or artificial voice messaging, even if it is a cellular phone number or other service for which User could be charged for such call. User’s consent to Telephone Communications shall be effective even if the number provided is registered on any state or federal Do-Not-Call (DNC) list. User may select to revoke its consent to Telephone Communications at any time by simply using the opt-out option included in each communication.

(c)   Grant of Limited Access. Subject to the terms of this Agreement, we hereby grant User a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access, view and use the Site solely for the Permitted Use. We may establish general practices and limits concerning the use of the Site, including, without limitation, the maximum number of days that Materials, account history or other uploaded content will be retained by us, the maximum number of times (and the maximum duration for which) User may access the Site in a given period of time and the maximum amount of data User may access from the Site in a given period of time.

(d)   Use of Site. The Site is designed to provide information about, but not limited to, real estate, REO properties, short sale properties, loan segmentation, agents, brokers, listings, vendors, marketing, real estate services, real estate investing, single-family rentals, Equator and its affiliates. The information and services offered on the Site are provided solely for general information, do not constitute real estate, legal, tax, accounting or other professional advice, and may not be used to determine an individual’s eligibility for credit, insurance, or employment. BY USING THE SITE(S), YOU IRREVOCABLY ACKNOWLEDGE AND AGREE THAT ALTISOURCE IS NOT A REAL ESTATE AGENT, REAL ESTATE BROKER, MORTGAGE BROKER OR MORTGAGE LENDER UNDER U.S. REAL ESTATE LAWS AND ALTISOURCE DOES NOT AID, ADVISE OR ASSIST BORROWERS IN THE ADVISABILITY OF INVESTING, PURCHASING, SELLING, AND OBTAINING REAL ESTATE, REO, SHORT SALE OR OTHER REAL ESTATE PRODUCTS NOR DOES IT SOLICIT BORROWERS OR LENDERS TO BUY OR SELL REAL ESTATE, OR NEGOTIATE OR MAKE LOANS SECURED BY LIENS ON REAL PROPERTY. ALTISOURCE DOES NOT ENDORSE OR RECOMMEND ANY PARTICULAR REAL ESTATE PRODUCTS OR SERVICES. NOTHING IN THE SERVICE IS INTENDED TO BE PROFESSIONAL ADVICE, INCLUDING BUT NOT LIMITED TO, REAL ESTATE OR TAX ADVICE. ALTISOURCE MERELY PROVIDES TECHNOLOGICAL TOOLS THAT VENDORS, BROKERS, AGENTS, BUYERS, SELLERS AND OTHER INDIVIDUALS AND/OR COMPANIES MAY USE TO TRANSACT BUSINESS AND ALTISOURCE IS NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN BUYERS, AGENTS, BROKERS, LENDERS, SELLERS AND ANY OTHER RELATED PARTY, AND IS NOT THE AGENT OF, NOR HAS ANY AUTHORITY ON BEHALF OF ANY OF THE AFOREMENTIONED PARTIES OR ANY OTHER THIRD PARTY, FOR ANY PURPOSE WHATSOEVER. AT NO TIME AND IN NO EVENT SHALL ALTISOURCE BECOME INVOLVED IN ANY DISPUTE OR TRANSACTION BETWEEN THE AFOREMENTIONED PARTIES OR HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, MAKING OR GUARANTEEING ANY PAYMENT THAT MAY COME DUE AS A RESULT OF ANY TRANSACTION OR AGREEMENT BETWEEN THE AFOREMENTIONED PARTIES.

(e)   Proprietary Property. The Site, Services and Contents (including the selection, arrangement and composition of such Contents or any information contained therein) constitute the proprietary property of Altisource, its affiliates, suppliers and/or licensors and are protected by United States and international intellectual property laws, including trademark and copyright laws. User shall have no rights in or to such Content. User shall not remove, alter or obscure any copyright, trademark or proprietary rights notice incorporated in or accompanying the Site. However, some information on the Site may be licensed from third parties or obtained from public sources; we specifically disclaim ownership of or responsibility for such third party data.

(f)   Content. Except for Derivative Materials, the use of which is governed by subsections (l) and (m) below, the Content may not be copied, distributed, republished, uploaded, posted or transmitted in any way without the prior written consent of Altisource nor you can reproduce the Content for or in connection with any other listing service or device. Notwithstanding any such prior written consent that Altisource may provide, if User receives such consent, User may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in this Agreement violates Altisource’s intellectual property rights and this Agreement. You also agree not to transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Site, including without limitation, engaging in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information.

(g)   Third Party Services. In addition to the Contents and Services, this Site and any elements contained therein may include content that is incorporated, transmitted, linked via webpage or via click-through advertising ("Third-Party Content"), and include software, applications and services owned and controlled by Third Party Services. Such Third Party Services, if any are provided, are provided by unaffiliated third parties and may be governed by separate license agreements that accompany such Third Party Services. We have no responsibility for, or control over, the Third Party Services or content resulting from the use of Third Party Services. Any opinions, advice, statements, services, offers, or other information expressed or made available through the use of such Third Party Services, are those of the respective author(s) or distributor(s) of that information. We neither endorse, nor are responsible for, the accuracy or reliability of any opinion, advice, information, or statement made on the Site by its Users or other third parties. Nothing contained in any of the Third-Party Content or Services is an offer or promise by Altisource to sell a specific product for a specific price or that any advertiser will sell any product or service for any purpose or price or on any specific terms. We assume no responsibility or liability of any type with respect to the Third Party Services, including any liability resulting from incompatibility between the Third Party Services and the Contents and Services. Customer will not hold us responsible or liable with respect to the Third Party Services or seek to do so. For the avoidance of doubt, Altisource does not guarantee the privacy or security of any Third-Party Content being transmitted through the Site and Altisource does not control, verify, or monitor Third-Party Content posted via the Site by any visitors to the Site and does not guarantee the accuracy, integrity or quality of such Third-Party content.

(h)   Altisource may, without prior notice, immediately terminate, amend, limit, or suspend a User’s access to its account or login credentials (and, if such User is a Business Authorized User, the Business User associated with such Business Authorized User). Cause for such action shall include, but shall not be limited to: (i) breaches or violations of this Agreement or other incorporated agreements or terms of service, (ii) requests by law enforcement or other government agencies, (iii) discontinuance or material modification of the Services, (iv) unexpected technical or security issues or problems, (v) extended periods of inactivity, or (vi) illegal or fraudulent conduct. Services may be terminated at Altisource’s sole discretion, and in no event shall Altisource be liable to any User or any third party for termination of User’s account or login credentials.

(i)   If Altisource suspects the credentials User provides are not correct, current, complete, or have been compromised, Altisource has the right to refuse such User’s access to its account or require such User to create a new or modify its current account, in Altisource’s sole discretion. Altisource may terminate, suspend, or modify User’s access as set forth in section 1(g). Altisource shall in no way be liable for any damages or liabilities associated with termination of a User’s use and access to its account.

(j)   Altisource will treat any personal information submitted through this Site in accordance with its Privacy Policy accessible at http://www.altisource.com/home/YourPrivacyRights.aspx.

(k)   User grants Altisource, its affiliates, employees, independent contractors, agents, advisors, and other representatives a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to access, reproduce, display, modify, create derivative works of, store, perform analysis on, or otherwise use User’s Materials or have a third party do any of the foregoing on Altisource’s behalf in connection with (i) Altisource’s provision of the Services provided by Altisource under this Agreement to User and other parties, and (ii) as necessary or useful to enforce this Agreement and exercise Altisource’s rights and perform its obligations hereunder. User understands and agrees that Altisource shall have the right to use any User’s Materials for any purpose, including without limitation, publication of all or part of such Material on the Site and any in any other forum or medium for unrestricted use by Altisource for its users and partners. Altisource shall have the sole authority to choose the manner in which any Materials will be received, displayed and used by the Site. Altisource acknowledges that, as between User and Altisource, except as otherwise provided herein, such User owns all right, title and interest in and to its Materials. All reports, derivative works, compilations, modifications and other materials created from or with use of User’s Materials pursuant to this section (collectively, "Derivative Materials") will be, in each case, the sole and exclusive property of Altisource. To the extent Altisource does not own such Derivative Materials automatically at the time of their creation; User hereby assigns to Altisource all rights therein.

(l)   Subject to the restrictions set forth in this Agreement, Customer may copy information from the Derivative Materials solely in the course of viewing, saving, printing, faxing and/or e-mailing such information only as necessary pursuant to Customer’s Permitted Use. Derivative Materials may not be distributed, republished, uploaded, posted or transmitted in any way without the prior written consent of Altisource.

(m)   The Services do not replace or reduce the need for User to maintain regular data backups or redundant data archives.

2.  Eligibility and Your Responsibilities

(a)   Accuracy of Information. User shall provide true, accurate, current and complete information during the Site registration process and in all interactions on the Site and interactions with us. User will accurately maintain and update its account information as needed. Except as may be otherwise specified in this Agreement, User, at its sole expense, will procure, operate and maintain suitable, properly operational (and fully compatible with the Site) computer hardware, software and devices as required to access and/or perform the Services as set forth in this Agreement. It is User’s sole cost and responsibility to provide any and all instrumentalities of communication including, but not limited to, telephone lines, internet connections, as well as any and all required computer software and hardware devices to enable User to protect the integrity of its Materials, as shall, from time to time, be necessary, required or desirable as specified by Altisource to provide the Services.

(b)   Restricted Activities; Submission of Harmful Material. User’s account and login credentials may not be transferred or sold to another party. User shall not post, submit or link to any Material that (i) is illegal, deceptive, false, inaccurate, misleading, fraudulent, threatening, harassing, libelous, defamatory, obscene, pornographic or otherwise objectionable as determined by us or under applicable law; (ii) directly or indirectly directs Users to another online or offline location that provides products or services similar to the Site; (iii) involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (iv) facilitates gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize; (v) infringes the intellectual property rights, privacy rights or other legal rights of any individual or entity; (vi) includes any code, files, scripts, agents, programs or other computer programming routines intended to do harm or that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, including, for example, viruses, worms, time bombs and Trojan horses; (vii) create liability for us or cause us to lose (in whole or in part) the services of our Internet service providers (ISPs) or other suppliers; and (vii) interferes with, disrupts or otherwise adversely impacts the use of the Site by any other User. Altisource reserves the right to investigate suspected violations of this Agreement. Altisource reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Altisource to disclose the identity of anyone making available any Materials that are believed to violate this Agreement. USER WAIVES AND HOLDS HARMLESS ALTISOURCE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ALTISOURCE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ALTISOURCE OR LAW ENFORCEMENT AUTHORITIES.

(c)   User remains solely responsible for the content of the Materials that User uploads into the Site. Neither Altisource nor any third party that provides content to Altisource will assume or have any liability for any action or inaction by Altisource or such third party with respect to any Material that User uploaded into the Site. In addition to any other User’s representations and warranties stated in this Agreement, User represents and warrants that: (i) it has all necessary right, power, authority and rights to upload into the Site any Materials and to grant Altisource and its affiliates all rights and licenses to use, copy, perform, display, and distribute such Materials granted herein, including all real estate products, listings and services you advertise, sell, and promote which are legal for sale and distribution and do not violate this Agreement; and (ii) you have all licenses necessary to sell, distribute and advertise the goods and services you offer and such sales and advertisements will comply with applicable laws. User shall be solely responsible for (i) safeguarding the Materials, (ii) the accuracy, quality, integrity, legality and reliability of any Material uploaded by User into the Site, (iii) ensuring that any Materials uploaded on or provided by User through the Site complies with any advertising, consumer protection, intellectual property, or any other applicable laws, rules, regulations and guidelines, (iv) User’s information technology infrastructure and management, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by User or through the use of third-party services, and (v) backing up or exporting the Materials that User stores on the Site to ensure User preserves its Materials outside of User’s account in the Site. IF YOUR SERVICE IS SUSPENDED OR CANCELED, ALTISOURCE MAY PERMANENTLY DELETE YOURS OR OTHERS MATERIALS FROM ITS SERVERS AT ITS SOLE DISCRETION AND YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHT TO SUCH MATERIALS IN THE EVENT OF A CANCELLATION OR SUSPENSION. ALTISOURCE HAS NO OBLIGATION TO RETURN MATERIALS TO YOU AFTER THE SERVICE IS SUSPENDED OR CANCELED. IF MATERIALS ARE STORED WITH AN EXPIRATION DATE, ALTISOURCE MAY ALSO DELETE THE MATERIALS AS OF THAT DATE. MATERIALS THAT ARE DELETED MAY BE IRRETRIEVABLE.

(d)   No Scamming. User may not use the Site in a way that could cause us to unknowingly participate in, or contribute to, the violation of any applicable law, statute, ordinance or regulation. We aim to keep the Site safe and may report any and all suspected use of the Site for scamming, fraudulent, or extortive purposes to the appropriate law enforcement agency or regulators.

(e)   Reverse Engineering. User may not reverse engineer, decompile or disassemble the Site (except to the extent specifically permitted by applicable law) or attempt to do so, nor may User use information or Content on the Site to develop or design any product (including without limitation any website similar to or competitive with the Site). User may not use automated web queries (including, without limitation, screen and database scraping, spiders, robots, crawlers and any other automated activity in connection with the Site). General purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent. User may not use, or attempt to use, the Site through any means not explicitly and intentionally made available, provided or intended with respect to the Site. User may not harvest information about other Users of the Site for any purpose. User may not use the Services in any manner that could damage, disable, overburden, or impair the Site or that harms us, our service providers, suppliers or any other person.

(f)   Access and Interference. Access and use of the Site are expressly governed by this Agreement. User shall not (and may not authorize any party to) (i) co-brand the Site, (ii) use the Site or the Content in a way that could cause Altisource to unknowingly participate in, or contribute to, the violation of any applicable law, statute, ordinance or regulation, (iii) use the Site, the Content or Services for any competitive purpose, (iv) frame the Site or any Content therein, nor shall User otherwise cause such Site or Content to appear in a form that is outside of the context of the Site, or (v) use any electronic device, software or process to monitor or copy the Site or any other of our web pages or the Content contained herein without our prior expressed written permission. User shall not to take any action to jeopardize, limit or interfere with Altisource’s ownership of and rights with respect to the Site and the Content. User shall not implement or otherwise use automation tools to connect to, modify, or monitor the Site and its elements and shall not use any electronic device, software or process to interfere with or attempt to interfere with the proper functioning of the Site or any activities conducted on the Site. User shall not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. User shall not copy, reproduce, alter, modify, create derivative works, or publicly display any Content for public, commercial or any other purposes, including the text, images, audio, and video without our prior expressed written permission. User shall not cause any advertising (including, without limitation, pop-ups or pop-unders) or other functionality that interferes with the user experience of the Site. For purposes of this Agreement, "co-branding" means to display a name, logo, trademark, or other means of attribution or identification of Altisource or its affiliates in such a manner as is reasonably likely to give another User the impression that User has the right to display, publish, or distribute the Service or Content accessible in the Site. User will cooperate in causing any unauthorized co-branding or framing immediately to cease. User will immediately cease any occurrence of hyperlinking to the Site should Altisource make such a request, which User recognizes it is entitled to do at any time and for any reason.

3.  Restrictions on Your Use of the Site and Limitations

(a)   User’s right to use the Site is conditional on User’s warranty that User will only use the Site for the Permitted Use and for no other purpose that is unlawful or prohibited by this Agreement. User shall not use the Site in any manner which could disable, overburden, damage or impair the Site or interfere with any other party's use and enjoyment of the Site. User shall not obtain or attempt to obtain any Content or Materials through any means not intentionally made available or provided to User through the Site.

(b)   Any and all Materials uploaded by User to the Site are User’s sole responsibility. User or holds Altisource and its affiliates harmless from any and all actions that may arise or be related to such Materials. User shall not enter or upload Materials that are illegal, deceptive, false, inaccurate, misleading, fraudulent, threatening, harassing, libelous, defamatory, obscene, pornographic or otherwise objectionable as determined by Altisource in its sole discretion or under applicable law. Except in the event of Altisource’s willful misconduct, User accepts full responsibility for all personal information that User deliberately or inadvertently enters or uploads to the Site and shall indemnify Altisource and its affiliates for any losses, expenses, damages, fees, liabilities and costs, including reasonable attorneys’ fees, resulting from or related to such personal information per the indemnification obligations contained herein. User will respect the rights of NAR, MLS, Internet Data Exchanges, real estate agents, real estate brokers, customers and other third parties whose Third-Party Content may be protected by copyright.

(c)   User shall not (and shall not permit any third party to) (i) create or authorize new versions, modifications or enhancements to the Site or the Services or any portion thereof; and (ii) sublicense, in whole or in part, or grant a security interest in, encumber, or otherwise transfer rights to the Services or any portion thereof.

(d)   Altisource reserves the right to monitor User’s use of the Site to determine compliance with this Agreement, as well as the right to remove or refuse any Material for any reason. Altisource also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any Material, in whole or in part, in its sole discretion. Materials uploaded to the Site may be subject to limits on use, reproduction and/or dissemination and User is responsible for abiding by such limitations with respect to the Materials uploaded, including any downloaded Contents. Notwithstanding the foregoing, Altisource shall have no obligation to (i) resolve disputes among users of the Site; or (ii) monitor or verify the accuracy or proper use of any User.

(e)   User hereby warrants that it will never, directly or indirectly:

(i) de-compile, translate, reverse engineer, disassemble, decode, adapt or create derivative works from the Site, any other Altisource product and/or any other Content or information owned by Altisource or its affiliates;
(ii) re-market, resell or redistribute the Service to any third person or entity;
(iii) bypass or breach any security device or protection used for or contained in the Site or any other Altisource product;
(iv) use the Site for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose that is to Altisource's detriment or commercial disadvantage;
(v) use the Site in a way that could cause Altisource to unknowingly participate in, or contribute to, the violation of any applicable law, statute, ordinance or regulation;
(vi) use and/or register any designation, trademark or trade name that incorporates the terms "Equator", or any designation, trademark or trade name that is confusingly similar to Equator or any other Altisource trademark;
(vii) except as otherwise provided in this Agreement, commercially market all or part of Altisource's products or services (including but not limited to the Services) or any product similar to Altisource's products, and/or that competes with Altisource in any way;
(viii) damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site;
(ix) obtain or attempt to obtain any materials or information through any means not made readily accessible by Altisource through the Site;
(x) access or attempt to access password protected, secure or non-public areas of the Site;
(xi) decrypt, defeat and/or overcome any digital rights management technology implemented with respect to the Site or data transmitted, processed or stored by the Site;
(xii) send, expose, disclose, reveal, or share personal information through the Site without the express written consent of the owner of the information;
(xiii) remove or conceal any proprietary notices from the Site;
(xiv) use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any Content or portion of the Site;
(xv) use the Site for the benefit of any third party or any manner not permitted by the access rights granted herein;
(xvi) use the Site or submit any Materials to generate or send any unsolicited commercial email (Spam);
(xvii) copy any elements of the Site (other than as expressly provided under United States copyright laws);
(xviii) access, create or modify source code of the Site in any way;
(xix) use the Site to, or in any way that would, violate any applicable local, state, national, or international law, regulation, ordinance or real estate practice having the force of law, including but not limited to the Gramm-Leach-Bliley Act, SB 1386, RESPA, CAN-SPAM, Civil Rights Act of 1866, the Fair Housing Act, the Americans with Disabilities Act, and the Equal Credit Opportunity Act;
(xx) impersonate any person or entity, or falsely state or otherwise misrepresent or inaccurately display your credentials, qualifications, listings, affiliations with a person or entity, post, upload or otherwise relay information which is misleading to others, including consumers; or otherwise disguise the origin of any Materials;
(xxi) submit or publish Materials or Third-Party Content that solicits funds or services, contains or includes any virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse, routing, trap door, time bomb or any other code, instruction or program that is designed to distort, delete, damage, disable or impair the functionality of any computer or the Site; or
(xxii) use the Site to develop, generate, upload, post, display transmit or store information or Materials that: (i) infringes any third party’s intellectual property (including but not limited to patent, trademark, trade secret copyright or other proprietary rights of any party); (ii) is unlawful, threatening, harassing, tortious, defamatory, libelous, pornographic, an invasion of privacy, obscene, abusive, hateful, vulgar, illegal, racist, offensive or harmful; or (iii) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Site.

(f)   Altisource reserves the right, in its sole discretion, to modify or discontinue the Services or any portion thereof, with or without notice, and without liability to you.

(g)   By creating a link to the Site, User agrees that: (i) User will not employ any technology that results in the placement of content from the Site in a frame and/or a reduced pop-up window and/or any other display mechanism which changes the appearance of the Site from how it would appear if a user typed the URL in a typical browser line; (ii) User’s Site shall not display content or link to other website that contains content that is illegal, obscene, indecent, disparaging, discriminating or otherwise offensive; (iii) User has duly registered its domain name and possess all rights necessary to use the same; and (iv) User shall not in any manner access, collect, store, disclose, transfer or use any information obtained or derived from a user’s access to or use of the Site. Altisource reserves the right to revoke your permission to create such link at any time in its sole discretion and you agree to immediately cease using the link at any time that Altisource so requests.

(h)   Altisource may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and you expressly authorize Altisource to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to you.

(i)   Identity Verification and Use. We use many techniques to identify our Users when they register. However, because User authentication on the Internet is difficult, the Site cannot and does not confirm each User’s purported identity. We encourage Users to report to us any instances of fraud or other circumstances that call into question the purported identity of any User of the Site. Each User is solely responsible for any information it provides to us. Users shall maintain the secrecy of its account and each User shall not share its username, password or any other login credentials with others. Each User will immediately notify us of any unauthorized use of its username or password, or any other breach of security related to the Site. Each Business User and each of its associated Business Authorized Users are jointly and severally liable for all activities that occur under any such Business User or Business Authorized User’s username and password. Business Users shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to such account; and (b) control the Materials uploaded into the Site. Each Business User and its Business Authorized Users will be held jointly, severally and fully liable for any breach of this Agreement by such Business User and its Business Authorized Users, and will fully indemnify and hold Altisource and (as applicable) its affiliates, officers, directors, agents, and employees, harmless from any claim, including a claim for attorneys’ fees, or damages arising out of such breach of this Agreement.

(j)   Release. In the event of any dispute by User with one or more of the Site’s Users, User releases us (and our affiliates, officers, directors, agents, independent contractors, advisors and employees) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute(s).

(k)   Information Control. We do not control any Materials on the Site that may be provided by Users. User may find other Users’ information to be offensive, harmful, inaccurate or deceptive. Please use caution, common sense and safe business practices when using the Site. Please note that there may also be risks of dealing with underage persons, foreign nationals and people acting under false pretenses.

(l)   Server or Other Technological Issues. The Site may, from time to time, not operate optimally, at normal speed, with full functionality, or at all. In our sole discretion and at any time, we may choose to shut down the Site for any amount of time, thereby ceasing the ability for some or any Users to use the Site. The decision to shut down and re-enable the Site, in whole or in part rests solely with us. The Site, all Contents and any other materials thereon are provided "AS-IS" and, while we strive to provide a seamless and satisfying experience for all of our Users, we assume no responsibility for any unavailability of the Site (regardless of duration) or the timeliness, transport, outage, deletion, delivery failures or failure to store/retrieve any user commands, data, communications or personalization settings in connection with the Site.

(m)   Account’s Quotas. User’s account to access the Site may have quotas on the amount of emails User can send per month as well as storage limits. If User needs to exceed these quotas, User will be charged extra fees which will be billed monthly.

4.  Disclaimer of Warranties. WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, ENDORSEMENTS OR REPRESENTATIONS WHATSOEVER AS TO THE LOSS OF ANY LISTINGS, THE ACCURACY OF THE INFORMATION OR CONTENTS, MATERIALS CONTAINED ON THE SITE OR THE OPERATION, AND ACCURACY OR APPROPRIATENESS OF THE SITE FOR ANY BUSINESS PURPOSES. THE SITE AND ALL CONTENTS ARE PROVIDED ‘AS-IS’. WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY THAT THE SITE(S) AND/OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES, CLOCKS, ERRORS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS THAT WILL PREVENT TRANSMISSION FAILURES.

5.  License. To enable the Site to use the information with which User supplies us, and so that we are not violating any rights User might have in that information, User hereby grants us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right and license to exercise any copyright, publicity and database rights User has in its information (including without limitation User’s information submitted upon registration with the Site and any Materials that corresponds to such User submitted to the Site), in any media now known or not currently known, with respect to User’s information.

6.  Indemnity. Users shall jointly and severally indemnify and hold us and (as applicable) our affiliates, officers, managers, directors, licensors, suppliers, agents and employees, harmless from any claim or demand, including a claim for attorneys’ fees, made by any third party due to, or arising out of, the User’s use or misuse of the Site, such User’s breach of this Agreement or the documents it incorporates by reference, the Materials, or the User’s violation of any law or the rights of a third party.

7.  Limitation of Liability. EXCEPT WHERE RESTRICTED OR PROHIBITED BY LAW, ALTISOURCE WILL NOT BE LIABLE TO USER OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS OR PROFITS OR LOSS OF DATA THAT RESULTS OR ARISE FROM THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE THE SITE, EVEN IF ALTISOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT LIABILITY MAY BE ASSESSED AGAINST ALTISOURCE, IN NO EVENT WILL ALTISOURCE’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING THROUGH ANY USER’S USE OF OR ACCESS TO THE SITE, WHETHER IN CONTRACT OR IN TORT, EXCEED THE AMOUNT USER HAS PAID TO ALTISOURCE FOR USE OF THE SERVICES IN THE PRECEDING THREE MONTH PERIOD OR, IF USER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO US, TEN DOLLARS.

8.  Legal Compliance. Each User shall comply with all applicable local, state, federal and international laws, statutes, ordinances and regulations regarding such User’s use of the Site.

9.  Agent Specific Terms

(a)   Altisource Services provide you with an opportunity to increase your knowledge, display your certifications, visually promote yourself or your company, and increase your visibility for servicers seeking an agent. They do not guarantee that you will receive listings but are an opportunity for you to become more visible to your potential clients. By your purchase you recognize and acknowledge the value of the products and their terms.

(b)   Purchases are paid in advance through your next billing date. On the date of purchase monthly products will be prorated to your first billing date if your purchase was not on the first of the month. You will be billed for your products on the same billing date each month. All product purchases are final on the date of purchase with no refunds for any billing period (i.e. if you cancel during the middle of a monthly billing period you will still be charged for the full month).

(c)   For each product that you agree to purchase (by affirmatively clicking on the "I Agree" or "Accept" buttons), you will be charged a fee according to then current Services fee structure. We reserve the right to change the Services fee structure at any time. We will notify you of any such changes. Following such notification, you agree that your continued use of the products will constitute your acceptance of such changes and your intention to be bound by this Agreement. If you do not agree to such changes to the Agreement, your sole remedy is to discontinue use of the products, but no refunds will be issued. If you do not agree to be bound by this Agreement, you may not use Altisource’s products.

(d)   By purchasing a monthly subscription product, you understand that you will be billed on a recurring basis until cancellation or termination of the product by you. Altisource products can be purchased either monthly or annually. Product pages include a description of what is included with your purchase and may require additional set up, completion of training, uploading of information or other such actions by you to obtain the full benefit of the product. We use Stripe, Inc. ("Stripe") and/or CyberSource Corporation ("CyberSource") as our third-parties payment processor to handle processing of the credit card information you submit for the subscription product. By providing your information in connection with the subscription product, you are consenting to Stripe’s and CyberSource’s collection, use, retention and disclosure of any personal information provided in accordance with /or the Stripe Privacy Policy which you can find here (https://stripe.com/privacy), and the CyberSource Privacy Policy which you can find here (https://usa.visa.com/legal/global-privacy-notice.html), respectively. We are not liable for the collection, use retention or disclosure of such information by Stripe and/or CyberSource.

(e)   You represent and warrant that: (i) with respect to your purchase of Altisource products, you will provide true, accurate and complete information and to refrain from impersonating or falsely representing your affiliation, credentials or licenses with any person or entity (ii) you are duly licensed as a real estate broker or salesperson in the relevant state of business and that you are currently authorized to act as a real estate broker or salesperson in that state; (iii) are not now, and have not been within the last five (5) years, a defendant in any lawsuit alleging professional misconduct, nor are you currently subject to an investigation by a real estate commission or comparable oversight body; (iv) there are no actions, suits, or proceedings pending or, to your knowledge, threatened against or affecting you in any court or before any governmental commission, board, or authority which could have a an adverse effect on you or Altisource’s reputation or ability to provide real estate services; and (v) you maintain the highest ethical standards of conduct in the real estate business and specifically abides by (x) all national, state and local laws applicable to your business including, without limitation, law related to consumer privacy, telephone solicitation, marketing, anti-discrimination laws and restrictions against the giving or accepting a fee, or other thing of value, for the referral of business pursuant to the Real Estate Settlement Procedures Acts (RESPA), and (y) all rules and regulations governing real estate transactions and the rules of ethical conduct established by the National Association of REALTORS.

(f)   Invoice Services Agreement. Lenders utilizing the Equator Platform Invoicing Module ("Module") will require that all invoices be entered through the Site, or direct integration with the Equator Platform where applicable. By using the Module, you will be able to participate in an automated electronic submission process with enhanced search and reporting capabilities. Users will be charged a fee by Altisource for use of the Module. A fee of one percent (1%) of the invoice amount will be incurred at the time an invoice is approved through the Module ("Invoice Fee") and the total of these fees shall be billed to you monthly by Altisource. The minimum fee per invoice is one United States dollar ($1.00) and the maximum fee per invoice is five United States dollars ($5.00). There will be no fee charged for "rejected" invoices. Users will have a maximum "cap" of twenty United States dollars ($20.00) per property.

10.  General.

(a)   Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

(b)   Assignment. We may assign this Agreement and all referenced or incorporated agreements at any time for any reason. User may not assign any of its rights hereunder without our prior written approval.

(c)   Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

(d)   Breach. Our failure to act with respect to a breach by User or others does not waive our right to act with respect to subsequent or similar breaches.

(e)   Entirety. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

(f)   Refusal of Service. We reserve the right to refuse Service to anyone for any reason not prohibited by law.

(g)   Governing Law. This Agreement shall be governed by and construed in accordance with New York law. THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT WHICH EITHER OR BOTH OF THEM MAY HAVE TO RECEIVE A TRIAL BY JURY WITH RESPECT TO ANY CLAIMS, CONTROVERSIES OR DISPUTES WHICH MAY ARISE OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

(h)   Acceptance. By registering on the Site User unconditionally accepts the above Agreement. User shall abide by all such terms and conditions fully and without recourse.

(i)   Intellectual Property Notice. Altisource, Equator, the Equator logo and all other marks identified herein, and on referenced and incorporated agreements, are trademarks or service marks of Altisource or its affiliates (the "Marks"). These Marks may be registered with the United States Patent and Trademark Office and Intellectual Property Offices of other countries. User is not permitted to use the Marks without the prior written consent of Altisource. In addition, User is not permitted to use any current or future Altisource product names or trade names in connection with any product or service that does not belong to, is not owned by, or endorsed by Altisource in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Altisource.

(j)   Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION, OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. USER’S ACCESS AND CONTINUED USE OF THE SITE SIGNIFIES USER’S EXPLICIT CONSENT TO THIS WAIVER.

(k)   Contact. If you have any questions or concerns about this Agreement or related to the Site, please contact us at info@equator.com.

Updated - 3/23/2023